Merger or Acquisition Without a Change of Control. In the event of a merger, consolidation or sale of all, or substantially all, of the assets of Bancorp, wherein Bancorp’s shareholders immediately before such transaction shall own of record (immediately after such transaction) equity securities, other than any warrant or right to purchase such equity securities, of Bancorp or an acquiring entity or any parent entity thereof, possessing more than 70% of the voting power of Bancorp or such acquiring entity or any parent entity thereof (in making the determination of ownership of such equity securities immediately after such transaction, equity securities owned by shareholders of Bancorp immediately prior to the transaction as shareholders to another party to the transaction shall be disregarded) Employee shall be paid a transaction bonus of .25% (one-quarter of one percent) of the deal value (defined as “the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of the acquired company’s equity securities, including amounts distributed after the closing of the acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the acquired company’s equity securities, such as costs and fees that are associated with the transaction”), subject to a minimum of $75,000 and a maximum of $300,000. Said transaction bonus to be paid through a contribution to the Non-Qualified Executive Retirement Plan – Equity Component.
Merger or Acquisition Without a Change of Control. In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 8.01, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.25% of the Target Company Shareholder Value, subject to a minimum of $125,000, which payment shall be made by the Bank or Bancorp immediately prior to closing of the merger or acquisition in the form of a contribution to the Non-Qualified Executive Retirement Plan – Equity Component. PART IX
